SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec.240-11(c) or Sec.240.14a-12
Wedge Net Experts, Inc.
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(Name of Registrant as Specified in Its Charter)
Wedge Net Experts, Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration No.:
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3) Filing Party:
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4) Date Filed:
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WEDGE NET EXPERTS, INC.
300 Sunport Lane
Orlando, Florida 32809
Tel. (407) 240-1414
Fax (407) 240-1431
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD APRIL 29, 2002
Notice is hereby given that a Special Meeting of the Shareholders of Wedge
Net Experts, Inc. (the "Company") will be held at the company's offices located
at 300 Sunport Lane, Orlando, Florida 32809, on April 29, 2002, at 10:00 a.m.,
for the following purpose:
1. To change the name of the Company to SEQUIAM CORPORATION.
2. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on April 12, 2002 as
the record date for the determination of shareholders entitled to notice of and
to vote at such meeting. Shareholders are entitled to one vote for each share
held. As of April 12, 2001, the Company had 24,233,000 shares of voting stock
issued and outstanding.
WEDGE NET EXPERTS, INC.
April 19, 2002 By:
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Nicolaas Van den Brekel,
Chief Executive Officer
WEDGE NET EXPERTS, INC.
300 Sunport Lane
Orlando, Florida 32809
Tel. (407) 240-1414
Fax (407) 240-1431
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of the
Company for voting at the special meeting of shareholders to be held on April
29, 2002, and at any and all adjournments of such meeting. If the proxy is
executed and returned, it will be voted at the meeting in accordance with any
instructions, and if no specification is made, the proxy will be voted for the
proposals set forth in the accompanying notice of the special meeting of
shareholders. Shareholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Company at the address set forth
on page one or in person at the time of the meeting. Additionally, any later
dated proxy will revoke a previous proxy from the same shareholder. This proxy
statement was mailed to shareholders of record on or about April 12, 2002.
Only the holders of the Company's common stock ("Voting Stock") are
entitled to vote at the meeting. Each share of Voting Stock is entitled to one
vote, and votes may be cast either in person or by proxy. A quorum consisting
of a majority of the shares entitled to vote is required for the meeting. The
affirmative vote of the holders of a majority of the outstanding shares of the
Company's Voting Stock is required to approve the change of the Company's name.
The approval of the holders of a majority of shares of Voting Stock present at
the meeting, in person or by proxy, is required to approve any other proposal to
come before the meeting. As of April 12, 2002, the Company had 24,233,000
outstanding shares of Voting Stock held by approximately 55 shareholders of
record.
Shares of the Company's Voting Stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the special
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Brokerage firms will not have discretionary authority to vote these
"street-name" shares with respect to the proposal to change the Company's name
or to increase the number of authorized shares of the Company's common stock.
Because approval of the name change and increase in the number of authorized
shares requires the approval of a majority of the Company's outstanding shares,
abstentions and broker non-votes will have the same effect as votes against the
approval of the matters to be voted upon at the meeting.
Each of Nicolaas Van den Brekel and Mark Mroczkowski, which collectively
own 76.34% of the Company's Voting Stock, intends to vote his shares in favor of
the proposals specified in the notice of the Special Meeting of Shareholders.
PRINCIPAL SHAREHOLDERS
The following table sets forth the number of and percentage of outstanding
shares of Voting Stock beneficially owned by each of the officers and directors
of the Company and as a group and those shareholders owning more than 5% of the
Company's Common Stock as of April 12, 2002.
NAME AND ADDRESS COMMON STOCK SHARES OF PERCENT OF CLASS
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Nicolaas H. Van den Brekel
300 Sunport Lane
Orlando, Florida 32809 14,000,000 57.77%
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Mark Morczkowksi
300 Sunport Lane
Orlando, Florida 32809 4,500,000 18.57%
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Gregory M. Walters
1706 Winding Ridge Road
Knoxville, Tennessee 37922 2,300,000 9.49%
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Dana Walters
1706 Winding Ridge Road
Knoxville, Tennessee 37922 0 0.00%
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Donald Brady
1706 Winding Ridge Road
Knoxville, Tennessee 37922 0 0.00%
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All Officers and Directors 20,800,000 85.83%
ACQUISITION OF SUBSIDIARY AND RELATED ASSETS
Effective as of April 1, 2002, the Company acquired all of the issued and
outstanding shares of Sequiam, Inc., a Delaware corporation. Thereupon, the
Company caused Sequiam, Inc. to be merged into its wholly-owned subsidiary,
Sequiam Acquisitions, Inc., a California corporation. Sequiam Acquisitions,
Inc. survived the merger, and changed its name to Sequiam, Inc., a California
corporation.
PROPOSAL: CHANGE OF THE COMPANY'S NAME
Because the Company's subsidiary, Sequiam, Inc., is the primary asset of
the Company, the Company's Directors have unanimously approved a resolution to
change the name of the Company to "Sequiam Corporation." The name change will
be effected by an amendment to the Company's Articles of Incorporation, and will
become effective upon the filing of a Certificate of Amendment of Articles of
Incorporation with the California Secretary of State in the form of Exhibit A to
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this proxy statement. This Proposal must be approved by holders of a majority
of the Company's Voting Stock; if it is not so approved, the Company will
consider other alternatives including the retention of its current name.
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AVAILABILITY OF FILINGS MADE WITH
THE SECURITIES AND EXCHANGE COMMISSION
The Company's Annual Report on Form 10-KSB and its latest Quarterly Report
on Form 10-QSB will be sent to any shareholder of the Company upon request.
Requests for a copy of these reports should be addressed to the Secretary of the
Company at the address provided on the first page of this proxy statement.
SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included in the proxy
solicitation material for the annual meeting of shareholders to be held after
the Company's fiscal year ending December 31, 2001, must be received by the
Secretary of the Company not later than June 1, 2002.
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EXHIBIT A
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WEDGE NET EXPERTS, INC.,
A CALIFORNIA CORPORATION
The undersigned certify that:
I
They are the president and the secretary, respectively, of WEDGE NET
EXPERTS, INC., a California corporation.
II
Article I of the Articles of Incorporation of this corporation is amended
to read as follows:
"The name of this corporation is SEQUIAM CORPORATION."
III
The foregoing amendment of Articles of Incorporation has been duly approved
by the board of directors.
IV
The foregoing amendment of Articles of Incorporation has been duly approved
by the required vote of the shareholders in accordance with Section 902,
California Corporations Code. The total number of outstanding shares of this
corporation is Twenty-four Million Two Hundred Thirty-three Thousand
(24,233,000). The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated:
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Nicolaas H. Van den Brekel, President
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Mark L. Mroczkowski, Secretary
WEDGE NET EXPERTS, INC.
PROXY
This Proxy is Solicited by the Board of Directors
The undersigned shareholder of Wedge Net Experts, Inc. (the "Company")
acknowledges receipt of the Notice of the Special Meeting of Shareholders, to be
held April 29, 2002, 10:00 a.m. local time, at the Company's offices at 300
Sunport Lane, Orlando, Florida 32809, and hereby appoints Nicolaas H. Van den
Brekel and Mark L. Mroczkowski, each with the power of substitution, as
Attorneys and Proxies to vote all the shares of the undersigned at said Special
Meeting of Shareholders and at all adjournments thereof, hereby ratifying and
confirming all that said Attorneys and Proxies may do or cause to be done by
virtue hereof. The above named Attorneys and Proxies are instructed to vote all
of the undersigned's shares as follows:
(1) To change the name of the Company to SEQUIAM CORPORATION upon the
terms set forth in the accompanying proxy statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) To transact such other business as may properly come before the
meeting. In this discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEMS 1, 2 AND 3.
Dated this day of , 2002.
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(Signature)
Please sign your name exactly as it appears on your
stock certificate. If shares are held jointly, each
holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your
shares may be voted at the meeting.
Return this Proxy to:
FIRST AMERICAN STOCK TRANSFER
1717 E. Bell Road #2
Phoenix, Arizona 85022
Tel: 602-485-1346
Fax: 602-788-0423
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